What Lies Beneath
by TalesOfAMisfit
Summary: College AU: Emma finds herself in the class of the one and only Regina Mills. However, it would seem that the young professor has more to her than meets the eye; and Emma is determined to see it all. SwanQueen ofc. :D
1. Chapter 1

Hai! So basically this is like, a preview-y type thing of later on in the story, and the actually plot itself starts awhile before this particular scene comes up, so yeah. I couldn't get this particular one out of my head tho, so I figured why not just put it up as a kind of prologue with a brief plot summary and see if anyone's actually interested in reading it, so yeah.

I don't own anything, really. Except the trees. The trees in this story are entirely my own, ok? Ok.

**Summary:** Emma's a senior in college, but she has to get one last credit; which lands her in the college's singular Philosophy class, run by the one and only Regina Mills. The two bond, yadda yadda yadda, but Emma soon finds out that her Professor has more than one secret that she keeps from the world, and it's making its way back to haunt her.

There we are! Pleaseeeee tell me if you'd be interested in my continuing! Thanks ya!

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><p><em>Emma gathered her things from the table and slowly made her way out of the campus library, hollering a goodnight to the woman at the desk. She checked her phone once more to see if Regina had answered her, normally the woman was pretty quick to reply. Figuring her phone was most likely dead, the blonde pushed through the final glass doors into the parking lot and stopped. Regina's car still sat parked in her parking spot, causing Emma's brow to wrinkle in confusion.<em>

_Where the hell was she?_

_Inhaling the cool air, Emma's nose wrinkled at the smell of cigarette smoke. The school had a pretty tight policy on smoking, and, she glanced over to the guard station, someone could get in trouble if caught. Checking her phone once more, Emma decided that she's go check Regina's office one last time after she warned whoever was the source of the smoke. Sliding her phone into her pocket, Emma adjusted her books in her arm and turned the corner of the building._

_She tilted her head in confusion._

_"__Regina?"_

_The brunette didn't even turn her head, instead, she continued staring at the pavement as the cigarette burned in her hand. Emma took in the woman's appearance; Regina still wore the grey Celtics sweatshirt Emma had given her, a pair of dark, ripped skinny jeans, and what appeared to be black flip-flops. Emma chuckled inside, the brunette woman had no qualms about wearing flip-flops in the cool autumn air, and Emma would go as far to say that Regina probably would wear a sweater in the summer heat if it suited her tastes. All this was beside the point, though, because the blonde was becoming rapidly more concerned with the current state of Regina. _

_She looked like she was in self-destruct mode._

_Emma had half the mind to chew out the other woman then and there for one, smoking, and two, sitting in one of the less lit part of the campus by herself, long after dark. However, the imperceptible puffiness around Regina's eyes caused Emma to soften significantly, as well as piquing her curiosity. Why was the brunette doing this? Setting her books on the small, stone bench next to the curb that Regina occupied, Emma slowly walked over to the other woman, lightly gripping the wrist that held the cigarette, and gently eased it from Regina's fingers. _

_She tossed it to the ground and put it out with her foot, "You don't smoke." the blonde sighed, sitting down on the curb as well._

_Regina only sniffled a little bit, her gaze never leaving the pavement. _

_Emma scooted towards the woman, eternally grateful that Regina didn't pull away when she wrapped an arm around the brunette's shoulders, pulling her into her side. Emma softly layed a kiss to Regina's hairline and ran a hand up and down her back. Her mind was racing; what in the actual hell was going on?_

_"__He's found me." Regina says brokenly, her voice nothing but a soft whisper._

_A puzzled look adorns the blonde's face at this, "Who, Gina? What are you talking about?"_

_"__Leo."_

_Oh. __**Oh.**_

_Emma's grip on Regina unconsciously tightens at the mention of the woman's ex. This would definitely explain Regina's behavior. She was beyond scared, she was beyond terrified, the woman was so __**mortified**__ by the mere thought that her ex-husband was on her way, that it had reduced Regina's decision making skills to about a solid zero. Which, pissed Emma off beyond words. She was so not about to let that man put Regina through anymore bullshit. That much was clear._

_"__I'm not gonna let him hurt you, Regina. He's not going to get to you, okay?" Emma whispers harshly, lightly squeezing the brunette once more._

_"__It doesn't matter, Emma. I shouldn't have involved you. God, I should've just left you alone." Regina's talking fast now, her being on the verge of tears becoming more and more evident as she speaks. _

_"__No, Regina. Don't ever say that. I'm not about to just abandon you because some prick is going to try and march back into your life. You're the best thing that's ever happened to me, and don't ever doubt it." the blonde tucks a loose strand of Regina's hair behind her ear as she speaks, silently trying to comfort the woman._

_Emma feels Regina wipe her face with her hand before she's pushed away, the brunette shaking her head as she backs up._

_"__You don't get it, Emma!" Regina cries, "He's found me __**again**__! He's coming for me __**again**__! But this time, he's gonna do it." her voice cracks as she looks to the blonde, "He's going to kill me."_


	2. Chapter 2

**A/N: Uhm yeah hei. So this is the first chapter of the story, like where the actual story begins. Thank you for the reviews, favs, and follows, I'm so grateful for it! I've never really written like this before (like, this kind of story anyway), so go easy puh-leaseee :D Uhm. I think that's all! I hope you like itt :p**

**I own nothing. Except the trees, I still own those.**

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><p>"I honestly don't know why you can't leave me alone about this, Rubes!"<p>

The blonde's cry can be heard throughout the diner, along with all the agitation that was in the tone. Luckily, the woman and her friend were the only ones there this morning.

"I'm just saying! It's gonna be great!"

Emma Swan shakes her head at her friend, "I don't have time to go to the party tonight, Ruby. I'm probably gonna have an assignment anyway."

"Whatever." Ruby scoffs, "It's the first day of your senior year, who would give you homework?"

"Well, thanks to the Dean being a douchebag, I've landed myself in Philosophy 101 with Mills."

Ruby's mouth formed an 'o', "Yeah…" she drawls, "That's gonna suck."

"At least I have you for encouragement." Emma mutters, smirking up from her coffee.

"Uh huh, you do. And _that _is why you're going tonight!" Ruby flashes another smile.

"I'm out." Emma laughs, setting down her empty cup and throwing Ruby's tip on the table, "I don't want to be late to her class, anyway."

"You know I'm just messin' with you, right? If you don't wanna go, you don't have to." Ruby comments, handing her blonde friend the red jacket that occupied her seat.

"I know, Rubes." Emma smiles, hugging her friend, "Catch ya later?"

Ruby nods her head as she waves her friend out the door, "Yes! Now go! Don't be late, she'll like, eat you alive!"

The blonde woman laughs once more at her friend as she closes the door behind her, tightening her jacket as the relatively cool morning air seeps into her body. Emma adjusted the bag on her shoulder as she checked her phone. It was just now a quarter past eight.

Shit. Her class started at eight-thirty. Philosophy was in the east wing.

Which, normally wouldn't have mattered, except for the fact that she had fifteen minutes to not have her ass be grass and the east wing was at _least _a twenty minute walk. Letting out a deep breath, Emma slid the other backpack strap over her shoulder and began jogging. It wouldn't do well to make a bad impression, especially with someone like Regina Mills. According to Ruby, she had the hardest class on campus. No student had a strategy for dealing with the woman because no one knew anything about her. She was also said to be one of the most private professors in the campus, it took four years for anyone to figure out her first name, and even then it was only because someone overheard the Dean slip up.

In short, the woman was an enigma. And not one that Emma wanted to have a beef with on day one of her senior year.

One last year in the damn school and she'd be free to go. That is, if she could survive this class and earn the damn credit. Easier said than done, it would seem. Emma turned the last corner to the east wing and ran through the glass doors. Pulling out her schedule, she caught the room number -113- and began sprinting to the end of the hall. According to the clock at the end of said hallway, she was late by two minutes. Skidding to a halt outside the door, Emma stopped briefly to fix her state of dress before quietly opening the door to the lecture hall.

She was met with around sixty pairs of eyes; plus one more from the front of the room that seemed to be staring into her soul.

"Uhm…" Emma stuttered, scuffing her boot lightly on the marble floor, a habit of hers that she'd yet to kick.

"You must be Emma Swan, I presume?"

The professor's voice floated through the room and into Emma's ears and she couldn't quite decide if it was lethalness or curiosity that carried along with it.

"Yeah, uh, sorry about being late." Emma began to apologize, "I lost track of time and I had to jog here and I just-"

"Save it, Miss Swan." the next words came out very clearly and _very_ icy.

Emma opened her mouth to speak and then decided against it, instead nodding her head to the woman.

"Please, have a seat."

Emma did, choosing the chair in the last row and closest to the door. She set her bag on the floor after taking out her books and began to try and focus on what the professor was saying.

She heard bits and pieces of the rules but honest to god she really wasn't paying much attention to anything the woman was saying, rather, Emma focused solely on the details of the brunette. She actually didn't look much older than Emma herself, and the blonde suspected that if you swapped the blazer and dress pants for some jeans and a sweatshirt, Professor Mills would fit right in with the student body.

As the hour went on, Emma began to see why everyone thought the professor was so mysterious. She hardly showed any emotion, that one was for sure, but her face was rather unreadable as well. She gave no details about herself, no little funny story to lighten up the mood of the class, it was straightforward and precise; all delivered in a voice and expression that matched. Emma hadn't actually noticed that she'd zoned out, focusing only on how the brunette walked back and forth, and how _extremely_ well the outfit fit her, until she heard the assignment being announced.

A three page paper Murphy's Law. _There it is_, she thinks.

"Isn't this supposed to be Philosophy, not Science." a boy's voice rang out from somewhere in the middle of the hall.

Emma gulped as the brunette's eyes hardened.

"An astute observation, Mr. Lindt. If you aren't familiar with Murphy's law, I recall from last year that your powers of Google are very adept. Perhaps you should start there."

The woman's tone sent chills down Emma's spine, and the kid who had spoken was left with a beet red face.

This would prove to be an interesting year.

All things aside, when the bell signals the end of class, Emma still isn't convinced that the woman moving back to her desk is such a cold person. Nor does she believe that the Professor is any kind of hardass who should be feared above all else. Truthfully speaking, from what Ruby had said, the blonde was expecting someone evil, and as far as evilness goes; Mrs. Teterman over in the Sophomore Chemistry department takes the cake. Emma looked once more up at Regina Mills and smiled softly. Professor Mills piqued an interest in Emma Swan, because Emma suspected, and she was usually right, that there was more to the brunette than her stoic speeches let on. The woman wasn't any scarier than any other teacher in the building, at least, she didn't appear that way to Emma; she actually looked like she could be one of the nicer ones, _if _you could peel back the layers. And Emma _would _peel them back, if it was the last thing she did, because she _knew_ that the brunette instructor with the hard demeanor _definitely _had an interesting story.

She just had yet to find out.

"So, how was your first day with the Dragon Lady?"

Emma looked up from her phone to find Ruby plopping down next to her in the library.

"It was okay. I mean, we have an essay due tomorrow, but I really don't think she's all that bad."

Ruby giggled, "Are you sure you were in the right classroom? Like, the right Ms. Mills?"

"Positive, Rubes. Maybe you just had her on a bad day."

Ruby scoffed, "Yeah, if all year is a bad day."

Emma smirked at her friend, "Ookay." she sighs, " Anyway, wanna write an essay for me?"

"Hmm mm. What's it over?"

"Murphy's Law." Emma sighed, "Luckily Mrs. Teterman drilled that shit into my head second year."

"Is that the one that says like, anything bad that can happen will happen?"

"Basically." Emma muttered, pulling out her laptop to begin writing the damn thing.

"Well, I'll take that as my cue. See ya later, Em?" Ruby says to the blonde, standing up and slinging her bag over her shoulder.

"Yeah, Rubes. Have fun at the party!" Emma called out after her, smirking as the librarian shushed her.

Emma trained her eyes back on the computer screen, reading over her topic once more. However, she found it quite difficult to focus; her thoughts constantly moving back to her brunette professor.

Not only would it be interesting, but it seemed that this year would prove to be long as well.


	3. Chapter 3

**A/N: Okay I screwed up initially and loaded this part into the first chapter, so for those of you who have already seen this, I'm terribly sorry. My computer was not cooperating and I just- I screwed it up. For those of you who haven't read this, then pls do so now :D**

**Per usual, nothing but the trees are mine. **

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><p>The second day of college rolled around the next morning and Emma forced herself out of bed. Trudging out into the air, she briefly thought about her schedule for today and found that she had nothing to do. What a thrill. Checking her watch, Emma made use of the mental note and picked up her pace, ensuring that she shouldn't be late to Professor Mills' class again. And she wasn't. Emma stepped into the classroom with two minutes to spare, still earlier than most of her peers. Taking her seat in the back once again, Emma tried to focus on her Physics textbook rather than her teacher who had just walked in. Once again, keeping herself occupied while in the presence of the brunette was proving nearly impossible. This wasn't right. She shouldn't be so attracted to someone who was her professor, <em>especially <em>this one. But, god _damn_ the woman was hot.

The bell rang, signaling the beginning of class, and Emma shut her book, turning her attention to the woman at the front of the room.

Professor Mills lightly cleared her throat, effectively silencing the hall. "I'll give you the first part of class to submit to me your assignments if you already haven't, those who need to hand them in to me now may do so."

Emma put her single sheet of paper onto of the stack that came down her row, swallowing thickly. At the time, doing her paper the way she saw fit seemed like a good idea but looking bad she should've just done the thing according to the professor's words, not put down what she was actually thinking. She needed to pass this class, not fuck around. But, for some reason, that wasn't her thing. So, Emma placed her less than required essay on top of the stack and stood to walk it down to the woman at the front.

"Already setting out to make an impression, I see." Regina said softly, looking at the top paper of the stack.

"No ma'am." Emma eyed her, "Just doing my assignment."

The brunette's eyes hardened, "See me after class, Miss Swan."

Emma nodded at the woman's cold tone, keeping her cool demeanor on the outside while on the inside she was freaking out. _Way to go, Swan. Piss of the insanely hot yet ruthless professor on Day 2. Great idea._ Returning to her seat, Emma didn't miss her professor's steely gaze that followed her back to her seat.

"Is that all of them?" the brunette asked the class.

Seemingly satisfied with the nodding of heads, the professor paper clipped the stack of papers and returned to her desk. Emma watched as she slid on a pair of glasses, which, she might add, looked amazing on the woman, and began to read through the stack of assignments.

"You can use the rest of the period to begin reading Chapter One out of your textbooks. There will be a quiz on Friday, and I suggest that you do the reading."

Emma listened to her instructor call out the assignment before opening the book, skimming through the chapter as she waited for the end of class. She didn't know how it did, but the end of the period came very, very fast and before she knew it, Emma was trudging up to the front of the room to see the professor.

"You asked to see me?" Emma spoke to the woman, who, didn't even look up.

"Yes, I did. Follow me."

Emma followed the dark haired woman further into the lecture hall, undoubtedly going to the professor's office. She was right, and soon Emma found herself awkwardly scuffing her boot as the professor made her way around the desk to her chair.

"Miss Swan," the brunette nodded,"Have a seat."

Emma sat down in one of the chairs before the dark wooden desk, lightly messing with her fingers.

"What is this?"

Emma looked up to see the woman holding her paper. Her _single_ paper.

"That's uhm, my assignment."

"The assignment was a minimum of two pages, Miss Swan."

"I didn't feel like I needed two pages." Emma looked into the woman's eyes, startled by the intensity she found there.

"Regardless of what you felt like, Miss Swan," she all but spat, "the assignment was a-"

"Minimum of two pages, I get it." Emma muttered.

Professor Mills tilted her head at this, "You really aren't good at making decent first impressions, are you?"

Emma scoffed, "I don't know if you haven't noticed this or not, Professor Mills, but first impressions are almost always entirely wrong."

The brunette's eyes flickered at this as she leaned back in her chair.

"I get that I didn't do it to your standards. It's may grade, I'm aware of the consequences, okay? Now, if you're done ripping me a new one for my paper, can I go?"

"Miss Swan, I-"

"Okay, okay, okay. If you're about to lecture me, this 'Miss Swan' thing needs to stop. We're in a college not a banking institute, call me Emma."

"Alright. Emma." the woman nodded, "I understand that you don't want to be in my class, I understand that you were put here and it's just a stumbling block in your way of graduation, but regardless, it is still my class. Which means, you're to take it seriously. I know you can do better than this-" she held up the paper, "-and I expect that from you. Furthermore-"

"Oh, I get it. So you're one of the teachers that would rather have two pages of cookie cutter bullshit for a paper than my actual opinion on the subject?"

"Watch your language, Miss Swan!" the brunette seethed, standing up from her desk, "Do _not_ put me into a category of mindless instructors and think that you somehow can disregard everything I say."

_Interesting. Someone so mysterious seems to be extremely against being put in a group. If only you'd give me something to work with, Professor Mills, I might actually get to know you. _

Emma leaned back wide-eyed, "Well, I'll be damned. You really can snap."

The professor sighed, "Look, Emma. Just rewrite the damn thing so I don't have to fail your first grade, okay? Going by this first sample, you're probably one of the brightest student's I've had. I'm simply asking you not to throw it away because you feel like you don't need the length or want to stick it to me. I'm confident in your abilities to do the actual work, now please-" the woman met her eyes, "-don't prove me wrong."

"Uh, yeah. Ok. I-I'll get it to you tomorrow." Emma stuttered out. She was more than a little shocked at the woman's words, every syllable painting the picture in her head that the woman sitting before her was more than a singular personality.

"Thank you. Now, that _is_ all. You may go." the woman dismissed her, peering through the glasses she slid on to finish the papers.

"Thanks." Emma stood up and shouldered her bag before walking out of the office. She got to the door and smiled to herself, "Oh, uh, Professor Mills?"

The brunette raised her head, a perfectly manicured eyebrow arching in response to Emma's words.

"I didn't catch your name."

"That would be because I didn't give it to you, dear."

Emma smiled softly at the woman, the barely there smirk on the professor's lips not making its way past Emma unnoticed.

"Touché." Emma nodded, "Have a good day, Professor."

"You too, Emma."

With that, Emma made her way out of the classroom, a smile on her face. Every day she spent in the company of the woman proved to be more interesting than the previous, and it had Emma more than looking forward to the next morning.


	4. Chapter 4

**A/N: HEYYY! Here's the next one, thanks for the feedback, I REALLLY appreciate it. I still hope you enjoy this chapter, and yeah, hum read on :P**

**I STILLLLLL own nothing. But I am continuing with my ownership of the trees here, okie?**

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><p>Emma once again found herself in the library that evening, and once again she was thinking about the brunette teacher.<p>

She had already finished re-writing her paper, and in hindsight was very glad that the woman gave her a second chance. Albeit a surprising second chance, it was a second chance nonetheless. Emma checked her phone after printing off her paper to find that it was nearly seven, meaning that the library would be closing soon as well as the campus. She stood up to stretch, nearly moaning at the wonders it did for her back. Sliding on her jacket, Emma walked out of the library and made her way towards the side of the campus where she had parked. Opting to take a shortcut through the Literature department, Emma found herself walking past Professor Mills' room and stopped. Emma raised her eyebrows to herself at the fact that the woman was still there, well past her last class that ended at around three.

_Might as well turn this in today_. Emma thinks, looking down at the finished essay in her hand. Slowly pushing the door open, the blonde walked through the lecture hall towards the singular light coming from the Professor's office.

Knocking lightly on the door frame, Emma looked in to see the brunette, a startled expression adorning her features. Upon recognizing who it was, the woman's face relaxed, and Emma swore a small smile ghosted her features.

"Miss Swan," the professor caught herself, "I mean, Emma. May I ask what you're doing here?"

"Not being a workaholic, unlike you, apparently." Emma laughed slightly, walking further into the office.

The brunette woman looked at the blonde with an interested expression, "Thank you, for that observation. Now, what can I do for you?"

"Ah, I meant to turn this in. I had extra time and finished it, so I figured I'd see if you were still here and turn it in."

"How responsible of you." the woman scoffed, but Emma could hear the smile in her voice, "Shouldn't you be going, though?"

"I could ask you the same thing. It's like, way past dinner anyway. At least, normal people dinner. You know what, here." Emma rambled out before reaching into her bag and tossing a bag of animal crackers at the brunette before she even registered her actions.

The bag of cookies landed on the woman's desk with a thud, and she looked up to Emma with a lopsided smirk.

"I'm not even surprised."

"Yeah, well. I'm kind of an open book so don't be _too_ surprised."

"Then you _are _right, Emma." the brunette said quietly.

"Huh?"

"First impressions _are _entirely wrong."

Emma smiled, "Yeah, uh, I got the same from you. For example, you're not actually a hardass."

The professor's eyes widened, "Excuse me?"

"Well I mean, like, everyone says so, and initially I thought you'd bite my head off for being late but you didn't. And I thought you'd fail me for my paper, but again, you didn't. I don't think you're as mean or cold as everyone says, and so far you're proving that."

"I see." the brunette's eyes softened significantly, "Or so you think."

"Nah, I know you're not like that."

"You're not subtle at all, are you, Miss Swan?"

"Eh, not really. Anyway, have a good night, Professor Mills. Enjoy your crackers." Emma gave her one last smile before turning to walk out the door.

The brunette's voice stopped her as she was about to walk out, "Regina."

"What?" Emma turned, a confused look on her face.

"My name. It's Regina-"

"Oh, I know."

"-and I don't tell a lot of people," she stopped talking, "Wait, what?"

"I said, I know. Your name. I knew what it was." Emma smirked.

"Then why bother me about it?" Regina questioned, standing to talk to the girl.

"To see if I was right about you." the blonde shrugged.

"And?"

"I was." Emma offered a small smile before turning to the door once more, "I really gotta go though, go home. It's late." Emma walked out of the office before leaning back in quickly, "I almost forgot, have a good evening…Regina."

Emma smirked once more to herself at the sight of the stunned teacher, and began to walk out of the lecture hall. She barely caught the whispered 'Goodnight, Emma.' from her professor, but she did, and let out a huge smile.

One layer down, hella more to go.

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><p><strong>Okokokok I know I used the word hella. Don't throw rocks pls. I don't even know what I was doing but I'm just gonna have to live with it. I may very well change it later depending on how guilty I feel. Thanks for reading 3<strong>


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